eSys Technologies Pte Ltd v nTan Corporate Advisory Pte Ltd

eSys Technologies Pte Ltd v [2013] SGCA 27
nTan Corporate Advisory Pte Ltd
think that this could have been the case – especially when we bear in mind the
fact that a VAF is fundamentally premised on there being a substantive (and
additional) value which has resulted from the Respondent’s work. As alluded
to earlier at [66], it could not have been intended by the parties, unless it was
expressly drafted as such, that a VAF could be charged based on any work
performed by the Respondent (which would, as we have noted, have
invariably come within the ambit of item (ii), given the extremely broad and
general manner in which it has been phrased).
75 It seems to us, therefore, that for the purposes of satisfying (c) of the
VAF Clause, item (ii) ought – given its immense generality – to be read in
tandem with the more specific (as well as concrete) item (v). In other words,
the Respondent would only be entitled to VAF in relation to (c) of the VAF
Clause (read together with items (ii) and (v) of the Scope of Work Clause) if it
has reviewed and developed strategic options with the Appellant, and having
done so, procured or introduced an investor who makes the investment into
the Appellant. As these elements were not present, the Respondent is not
entitled to the VAF it claimed to have earned via the Teledata Transaction.
76 In the result, the Respondent’s claim for the VAF with respect to the
Loan pursuant to the Teledata Transaction fails to pass muster under both
item (ii) as well as item (v) of the Scope of Work Clause. The Appellant’s
appeal on this particular issue therefore succeeds as well.
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